Confidential Schedule 3. 11(a) sets forth a complete listing, as of June 30, 2019, of all contracts to which HBI or any of its Subsidiaries is a party (collectively, the “Listed Contracts”) that:
(i) relate to real property used by HBI or any of its Subsidiaries in its operations (such contracts being referred to herein as the “Leases”);
(ii) relate in any way to the assets or operations of HBI or any of its Subsidiaries and involves payments to or by HBI or any of its Subsidiaries of $50,000 or more during the term thereof;
(iii) contain any right of first refusal or option to purchase in favor of a third party;
(iv) limits the ability of HBI or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or that upon consummation of the Merger will restrict the ability of TCB or any of its Affiliates to engage in any line of business in which a bank holding company may lawfully engage;
(v) obligates HBI or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, TCB and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than HBI or any of its Subsidiaries “most favored nation” status or similar rights;
(vi) relates to the formation, creation or operation, management or control of any partnership, limited liability company, joint venture or other similar arrangement with any third parties;
(vii) relates to indebtedness of HBI or any of its Subsidiaries;
(viii) provides for potential indemnification payments by HBI or any of its Subsidiaries or the potential obligation of HBI or any of its Subsidiaries to repurchase loans;
(ix) is material to HBI’s and its Subsidiaries’ balance sheets or their financial conditions or results of operations;
(x) provides any rights to investors in HBI, including registration, preemptive or antidilution rights or rights to designate members of or observers to HBI’s or any of its Subsidiaries’ board of directors;
(xi) is a data processing/technology contract, software programming or licensing contract;
(xii) requires a consent to, waiver of or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement;
(xiii) limits the payment of dividends by the Bank or any other Subsidiary of HBI; or
(xiv) was otherwise not entered into in the ordinary course of busi...
Confidential Schedule 3. 13 sets forth an accurate and complete list of all policies of insurance, including fidelity and bond insurance, relating to HBI and each of its Subsidiaries. All such policies (a) are valid, outstanding and enforceable according to their terms, subject to the Bankruptcy Exception, and (b) are presently in full force and effect, no notice has been received of the cancellation, or threatened or proposed cancellation, of any such policy and there are no unpaid premiums due thereon. Neither HBI nor any of its Subsidiaries is in default with respect to any such policy nor has HBI or any of its Subsidiaries failed to give any notice or present any claim thereunder in a due and timely fashion. Except as set forth on Confidential Schedule 3.13, neither HBI nor any of its Subsidiaries have been refused any insurance with respect to its assets or operations, nor has its insurance been limited by any insurance carrier to which HBI or any of its Subsidiaries have applied for any such insurance within the last two (2) years. Each property of HBI and each of its Subsidiaries is insured for an amount deemed adequate by HBI’s management, as applicable, against risks customarily insured against. There have been no claims under any fidelity bonds of HBI or any of its Subsidiaries within the last three (3) years, and HBI has no Knowledge of any facts that would form the basis of a claim under such bonds.
Confidential Schedule 3. 09 sets forth a list of all existing deeds, leases and title insurance policies for all real property owned or leased by TBT or the Bank, including all other real estate, and all mortgages, deeds of trust, security agreements and other documents describing encumbrances to which such real property is subject, true and complete copies of which have been made available to FFIN. Each of TBT and the Bank has good and marketable title to all of its assets and Properties, including all personal and intangible properties as reflected in the TBT Financial Statements or the Bank Call Reports or acquired subsequent thereto, subject to no liens, mortgages, security interests, encumbrances or charges of any kind except (a) as described in Confidential Schedule 3.09, (b) as noted in the TBT Financial Statements or the Bank Call Reports, (c) statutory liens not yet delinquent, (d) consensual landlord liens, (e) encumbrances that do not materially impair the use thereof for the purpose for which they are held, (f) pledges of assets in the ordinary course of business to secure public funds deposits or Federal Home Loan Bank advances, and (g) those assets and properties disposed of for fair value in the ordinary course of business since the applicable dates of the TBT Financial Statements or the Bank Call Reports. At the time of Closing, each Property shall have full, free and uninterrupted access to and from all streets and rights of way adjacent to any Property, and TBT has no Knowledge of any fact or condition which would result in the termination or impairment of such access.
Confidential Schedule 3. 28(g), each Employee Plan that provides (or has provided within the past 5 years) for health, dental, vision, life, disability or similar coverage is covered by one or more third-party insurance policies and neither Xxxxxxx nor any of its Subsidiaries is liable for self-insuring any such claims. Each such Controlled Group Plan is included in the listing of Employee Plans on Confidential Schedule 3.28(a).
Confidential Schedule 3. 13(a) sets forth an accurate and complete list of all policies of insurance, including fidelity and bond insurance, relating to KBI and each of its Subsidiaries. All such policies (a) are valid, outstanding and enforceable according to their terms, subject to the Bankruptcy Exception, and (b) are presently in full force and effect, no notice has been received of the cancellation, or threatened or proposed cancellation, of any such policy and there are no unpaid premiums due thereon. Neither KBI nor any of its Subsidiaries is in default with respect to any such policy and has not failed to give any notice or present any claim thereunder in a due and timely fashion. Except as set forth on Confidential Schedule 3.13(a), neither KBI nor any of its Subsidiaries have been refused any insurance with respect to its assets or operations, nor has its insurance been limited by any insurance carrier to which KBI or any of its Subsidiaries have applied for any such insurance within the last two (2) years. Each property of KBI and each of its Subsidiaries is insured for an amount deemed adequate by KBI’s management, as applicable, against risks customarily insured against. There have been no claims under any fidelity bonds of KBI or any of its Subsidiaries within the last three (3) years, and KBI has no Knowledge of any facts that would form the basis of a claim under such bonds.
Confidential Schedule 3. 11(A) contains a complete and correct list of all owned Property as of the date hereof. Other than as disclosed in Confidential Schedule 3.11(A), none of Legacy or any of its Subsidiaries owns any real property or premises on the date hereof in whole or in part.
Confidential Schedule 3. 15 contains a complete list of all policies of insurance, including fidelity and bond insurance, maintained as of the date of this Agreement by Legacy or any Legacy Subsidiary. Except as would not reasonably be likely, either individually or in the aggregate, to result in a Material Adverse Change in Legacy, all such policies: (A) are sufficient for compliance by Legacy and each Legacy Subsidiary, in all material respects, with all requirements of applicable Law and all agreements to which Legacy or a Legacy Subsidiary is a party; (B) are valid, outstanding and enforceable, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership, or similar Laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or equity); and (C) are presently in full force and effect, and, except as otherwise set forth in Confidential Schedule 3.15, no written notice has been received of the cancellation, or threatened or proposed cancellation, of any such policy and there are no unpaid premiums due thereon. Neither Legacy nor any Legacy Subsidiary is in default with respect to the material provisions of any such policy or has failed to give any notice or present any known claim thereunder in a due and timely fashion. Each Property of Legacy and each Legacy Subsidiary is insured for the benefit of Legacy and such Legacy Subsidiary in amounts deemed adequate by Legacy’s and each Legacy Subsidiary’s respective management against risks customarily insured against.
Confidential Schedule 3. 11(A) contains a complete and correct list of all real property or premises owned or operated by GBNK or any of its Subsidiaries as of the date hereof. Other than as disclosed in Confidential Schedule 3.11(A), none of GBNK or any of its Subsidiaries owns any real property or premises on the date hereof in whole or in part.
Confidential Schedule 3. 15 contains a complete list of all policies of insurance, including fidelity and bond insurance, maintained as of the date of this Agreement by GBNK or any GBNK Subsidiary. Except as would not reasonably be likely, either individually or in the aggregate, to result in a Material Adverse Change in GBNK, all such policies (A) are sufficient for compliance by GBNK and each GBNK Subsidiary, in all material respects, with all requirements of applicable Law and all agreements to which GBNK and each GBNK Subsidiary are parties, (B) are valid, outstanding and enforceable, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership, or similar Laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or equity), and (C) are presently in full force and effect, and, except as otherwise set forth in Confidential Schedule 3.15, no written notice has been received of the cancellation, or threatened or proposed cancellation, of any such policy and there are no unpaid premiums due thereon. Neither GBNK nor any GBNK Subsidiary is in default with respect to the material provisions of any such policy or has failed to give any notice or present any known claim thereunder in a due and timely fashion. Each Property of GBNK and each GBNK Subsidiary is insured for the benefit of GBNK and such GBNK Subsidiary in amounts deemed adequate by GBNK’s and each GBNK Subsidiary’s respective management against risks customarily insured against.
Confidential Schedule 3. 12(m) lists and contains an accurate and complete description as to the United States federal and each state net operating and capital loss carryforwards for HBI and each of its Subsidiaries, that exist as of June 30, 2019, and no such net operating or capital loss carryforwards are subject to limitation under Sections 382, 383 or 384 of the Code or the Treasury Regulations, as of the Closing Date.
